What changed in this filing

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Item 1. Financial Statements

2025-08-19 compared with 2025-05-20 · 691 added, 547 removed, 640 unchanged (66% of the section changed)

6 unchanged sentences

Accounts receivable, net

Other receivables, net

Advances to suppliers and other current assets

Loan receivables

Other receivables, net

Amount Due from Related Party

Assets related to discontinued operation-current

TOTAL CURRENT ASSETS

4 unchanged sentences

Assets related to discontinued operation-Non current

TOTAL NON-CURRENT ASSETS

CURRENT LIABILITIES

3 unchanged sentences

Convertible notes payables

Lease liability - operation lease

Lease liability - current

Amounts due to related parties

2 unchanged sentences

NON-CURRENT LIABILITIES

Lease liability - operation lease

Other non-current liabilities

Lease liability-non-current

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

Commitments and contingencies (Note 19)

STOCKHOLDER’S EQUITY

STOCKHOLDER’ EQUITY

FUTURE FINTECH GROUP INC, Stockholders’ equity

1 unchanged sentence

6,000,000 shares authorized;

3,009,289 shares and 2,447,084 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively*

3,110,770 shares and 2,447,084 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively*

Additional paid-in capital

3 unchanged sentences

( 218,885,534 )

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

( 4,421,011 )

6 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

* All shares and per share data have been retroactively restated to 1-for-10 reverse stock split effected on April 1, 2025.

The accompanying notes are an integral part of

these condensed consolidated financial statements.

these unaudited condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

1 unchanged sentence

AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended

For the Three Months Ended

Six Months Ended

Cost of revenues-third party

Cost of revenues-related party

Operating Expenses

General and administrative expenses

Stock compensation expense

Research and Development expenses

Stock-based compensation

Selling expenses

Provision of doubtful debts

Bad debt provision (recovery)

Impairment Loss

Total operating expenses

2 unchanged sentences

( 1,041,677 )

Other (expenses) income

( 32,455,946 )

( 2,942,983 )

Other income (expenses)

Interest income

Interest expenses

Gain on Debt Restructuring

Other income(expenses) net

( 1,664,724 )

Total other expense, net

Total other income (expenses)

( 1,207,666 )

Loss before Income Tax

Income (Loss) from Continuing Operations before Income Tax

( 29,093,624 )

1 unchanged sentence

Income tax provision

Loss from Continuing Operations

Deferred income tax

Income (Loss) from Continuing Operations

( 29,093,624 )

( 4,150,649 )

Discontinued Operations (Note 17)

Discontinued Operations

Loss from discontinued operations

( 1,617,423 )

Gain on disposal of discontinued operations

NET Income (LOSS)

( 1,799,006 )

( 5,122,635 )

Net Loss attributable to non-controlling interests of discontinued operations

Net Income (Loss) attributable to non-controlling interests of discontinued operations

Net Loss attributable to non-controlling interests of continued operations

Net loss attributable to Future Fintech Group, Inc.

Net income (loss) attibutable to Future Fintech Group, Inc.

( 1,760,973 )

( 2,721,568 )

( 5,088,181 )

Other comprehensive income (loss)

Loss from continued operations

Income (Loss) from continuing operations

( 29,093,624 )

( 4,150,649 )

Foreign currency translation – continued operations

Comprehensive loss - continued operation

Foreign currency translation - Continuing Operations

Comprehensive Income ( Loss) -

Continuing Operations

( 1,057,802 )

( 29,266,074 )

( 4,358,994 )

Income (loss) from discontinued operations

Foreign currency translation - discontinued operation

Comprehensive Gain - discontinued operation

Comprehensive Loss

Foreign currency translation -

Discontinued Operations

Comprehensive Income ( Loss) -

Discontinued Operations

Comprehensive Income ( Loss)

( 1,912,274 )

( 1,207,861 )

Net loss attributable to non-controlling interests of continued operations

Net loss attributable to non-controlling interests

COMPREHENSIVE LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP INC.

( 5,283,527 )

Comprehensive income (loss) attributable to non-controlling interests

Comprehensive income (loss) attributable to non-controlling interests of discontinue

COMPREHENSIVE INCOME ATTRIBUTABLE TO Future Fintech Group, Inc.

( 1,874,241 )

Loss per share:

Basic loss per share from continued operation

Basic loss per share from discontinued operation

Diluted loss per share:

Diluted loss per share from continued operation

Diluted loss per share from discontinued operation

( 3,073,927 )

( 5,249,073 )

Earnings per share:

Basic earnings per share from continuing operation

Basic earnings per share from

discontinued operation

Diluted Earnings per share:

Diluted earnings per share from continuing operation

Diluted earnings per share from

discontinued operation

Weighted average number of shares outstanding

Reclassification- certain reclassifications have been made to the financial statements for the period ended March 31, 2024 to conform to the presentation for the period ended March 31, 2025, with no effect on previously reported net income (loss).

The accompanying notes are an integral part of

these condensed consolidated financial statements.

these unaudited condensed consolidated financial statements.

Future Fintech Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

Three Months ended March 31, 2024

comprehensive

Balance at December 31, 2023

Three Months ended June 30, 2024

Accumulative other comprehensive

Non-controlling

Balance at March 31, 2024

( 189,256,870 )

1 unchanged sentence

( 1,564,628 )

Net loss from continuing operation

Disposition of discontinued operation

Foreign currency translation adjustment

Balance at June 30, 2024

( 191,017,843 )

Issuance of common stocks-non cash

Net loss from continued operation

( 4,255,168 )

( 1,602,661 )

Three Months ended June 30, 2025

Accumulative other comprehensive

Non-controlling

Balance at March 31, 2025

( 223,458,882 )

( 4,441,655 )

Issuance of common stocks-conversion of debt

Effect to rounding fractional shares into whole shares upon reverse stock split

Pending Equity Settlement

Net income from continuing operation

Foreign currency translation adjustment

Balance at June 30, 2025

( 221,607,102 )

( 4,421,011 )

Six Months ended June 30, 2024

Accumulative other comprehensive

Non-controlling

Balance at December 31, 2023

( 185,929,662 )

( 4,094,276 )

( 1,568,207 )

Net loss from continuing operation

( 4,150,649 )

Net loss from discontinued operations

( 1,582,969 )

( 1,617,423 )

Issuance of common stocks-cash

Disposition of discontinued operation

Foreign currency translation adjustment

Balance at March 31, 2024

$ 236,487,477

Balance at June 30, 2024

( 191,017,843 )

1 unchanged sentence

( 1,602,661 )

Three Months ended March 31, 2025

Six Months ended June 30, 2025

comprehensive

Non-controlling

Balance at December 31, 2024

2 unchanged sentences

( 1,866,066 )

$ ( 1,866,066 )

Issuance of common stocks-conversion of debt

Net loss from continued operation

Net loss from continuing operations

( 29,093,624 )

Share-based payments-omnibus equity plan

Effect to rounding fractional shares into whole shares upon reverse stock split

Disposition of discontinued operation

Share-based payments-omnibus equity plan

Pending Equity Settlement

Foreign currency translation adjustment

Balance at March 31, 2025

$ 238,721,272

Disposition of discontinued operation

Balance at June 30, 2025

( 221,607,102 )

( 4,421,011 )

* All shares and per share data have been retroactively restated to 1-for-10 reverse stock split effected on April 1, 2025.

The accompanying notes are an integral part of

these condensed consolidated financial statements.

these unaudited condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

Six Months Ended

Cash Flows from Operating Activities:

( 5,122,635 )

$ ( 3,323,629 )

Net gain from discontinued operation

Net loss from continuing operations

Net income from discontinued operation

Net loss from continuing operation

( 29,093,624 )

1 unchanged sentence

Adjustments to reconcile net income to net cash provided by operating activities:

Provision of doubtful debts

Bad debt provision

Share-based payments

Gain on Debt Restructuring

( 3,071,827 )

Investment loss

5 unchanged sentences

( 28,012,031 )

( 4,159,876 )

Advances to suppliers and other current assets

2 unchanged sentences

Accounts payable

Accrued expenses & other payables

( 1,118,584 )

Accrued expenses

Advances from customers

Net Cash Used in Operating Activities – Continued Operations

Other non-current liabilities

Net Cash Used in Operating Activities

( 27,727,454 )

2 unchanged sentences

Cash Flows from Investing Activities:

Additions to property, plant and equipment

Additions to property and equipment

Debt investment

1 unchanged sentence

Payment for Short term Investment

Repayment of loan receivable

Disposal of a subsidiary, net of cash

Net Cash Provided by Investing Activities from Continued Operations

Net Cash Provided by Investing Activities from Continuing Operations

Net Cash Used in Investing Activities from Discontinued Operations

Cash Flows from Financing Activities:

Proceeds from the issuance of common stock, net of issuance costs

Proceeds from the issuance of common stock, net of issurance costs

Proceeds from amounts due from related parties, net

Repayment of amounts due to related parties, net

Net cash provided by financing activities from continued operations

Effect of change in exchange rate

NET DECREASE IN CASH AND RESTRICTED CASH

Net Cash (Used in) Provided by Financing Activities

Net Cash Provided by Financing Activities-dis

Effect of Exchange Rate Changes on Cash

Net Increase (Decrease) in Cash and Restricted Cash

( 8,200,428 )

Cash and cash equivalents, from the continuing operations beginning of year

Cash and Restricted Cash at Beginning of Year

Cash and Restricted Cash at End of Year

Cash and cash equivalents from the discontinued operations, end of year

( 2,751,045 )

Cash and cash equivalents, from the continuing operations end of year

SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION

Issuance of common stocks (Note 15)

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for income taxes

The accompanying notes are an integral part of

these condensed consolidated financial statements.

these unaudited condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

2 unchanged sentences

Future FinTech Group Inc.

(the “Company”) is a holding

company incorporated under the laws of the State of Florida.

The Company historically engaged in the production and sale of fruit juice

concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in

Due to drastically increased production costs and tightened environmental laws in China, the Company had transformed its business

from fruit juice manufacturing and distribution to financial technology related service businesses.

The main business of the Company includes

supply chain financing services and trading in China.

The Company also expanded into brokerage and investment banking business in Hong

The Company had a contractual arrangements with a VIE E-Commerce Tianjin in China, which has generated minimal revenue and business

since 2021 due to the negative impact caused by COVID-19.

The Company started the process to close it down in November 2023 and completed

deregistration and dissolution of the VIE with local authority on March 7, 2024.

On March 27, 2025, Future FinTech Group Inc.

(the “Company”)

filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to amend its Second

Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”).

As a result of the Amendment, the

Company has authorized and approved a 1-for-10 reverse stock split of the Company’s authorized shares of common stock from 60,000,000

shares to 6,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock

(the “Reverse Stock Split”).

is a holding company incorporated under the laws of the State of Florida.

The Company historically engaged in the production and sale

of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider

beverages) in the PRC.

Due to drastically increased production costs and tightened environmental laws in China, the Company had transformed

its business from fruit juice manufacturing and distribution to financial technology related service businesses.

The main business of

the Company includes supply chain financing services and trading in China.

The Company also expanded into brokerage and investment banking

business in Hong Kong.

The Company had a contractual arrangement with a VIE E-Commerce Tianjin in China, which has generated minimal revenue

and business since 2021 due to the negative impact caused by COVID-19.

The Company started the process to close it down in November 2023

and completed deregistration and dissolution of the VIE with local authority on March 7, 2024.

On March 27, 2025, Future FinTech Group Inc.

“Company”) filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to

amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”).

As a result of

the Amendment, the Company has authorized and approved a 1-for-10 reverse stock split of the Company’s authorized shares of common

stock from 60,000,000 shares to 6,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding

shares of common stock (the “Reverse Stock Split”).

The common stock will continue to be $ 0.001 par value.

The Company rounded up the fractional

shares that result from the Reverse Stock Split and no fractional shares were issued in connection with the Reverse Stock Split and no

cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse

No changes are being made to the number of preferred shares of the Company which remain as 10,000,000 preferred shares as

authorized but not issued.

The Company rounded

up the fractional shares that result from the Reverse Stock Split and no fractional shares were issued in connection with the Reverse

Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted

from the Reverse Stock Split.

No changes are being made to the number of preferred shares of the Company which remain as 10,000,000 preferred

shares as authorized but not issued.

The amendment to the Articles of Incorporation of the Company took effect at 1:00pm E.T.

on April 1, 2025.

The reverse stock split would be reflected in

our March 31, 2025 and December 31, 2024 statements of changes in stockholders’ equity, and in per share data for all periods presented.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

the Company’s June 30, 2025 and December 31, 2024 statements of changes in stockholders’ equity, and in per share data for

all periods presented.

OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

4 unchanged sentences

have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring

adjustments, necessary to present fairly the financial position as of March 31, 2025 and the results of operations and cash flows for

the periods ended March 31, 2025 and 2024.

The financial data and other information disclosed in these notes to the interim financial

statements related to these periods are unaudited.

The results for the three months ended March 31, 2025 are not necessarily indicative

of the results to be expected for any subsequent periods or for the entire year ending December 31, 2025.

The balance sheet at December

31, 2024 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally

included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed

or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.

These unaudited financial statements should

be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2025 as included in our

Annual Report on Form 10-K.

adjustments, necessary to present fairly the financial position as of June 30, 2025 and the results of operations and cash flows for the

periods ended June 30, 2025 and 2024.

The financial data and other information disclosed in these notes to the interim financial statements

related to these periods are unaudited.

The results for the six months ended June 30, 2025 are not necessarily indicative of the results

to be expected for any subsequent periods or for the entire year ending December 31, 2025.

The balance sheet at December 31, 2024 has

been derived from the audited financial statements at that date.

Certain information and footnote disclosures

normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have

been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations.

These unaudited financial

statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December

31, 2024 as included in the Company’s Annual Report on Form 10-K.

Discontinued Operations

13 unchanged sentences

The gain on disposal was $ 3.42 million.

On February 3, 2025, FTFT UK LIMITED, FTFT Finance UK Limited, Future

Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC(Cayman), Future Fintech Digital Number One GP,LLC (USA),

FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech

Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of US$ 25,000 after a court auction

On February 3, 2025, FTFT UK LIMITED, FTFT Finance

UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC(Cayman), Future Fintech Digital

Number One GP,LLC (USA), FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL

INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of

US$ 25,000 after a court auction sale.

The gain of disposal was $ 28.24 million.

2 unchanged sentences

Segment Information Reclassification

The Company classified business segment into supply

chain financing and trading and asset management services, and others.

Uses of Estimates in the Preparation of Financial

The Company classified business segment into Trading

Commission and Consulting service, Fast-Moving Consumer Goods (FMCG), and Supply Chain Financing and Trading.

Uses of Estimates in the Preparation of Financial Statements

The Company’s condensed consolidated financial

3 unchanged sentences

The significant areas requiring the use

of management estimates include, but not limited to, the allowance for doubtful receivable, estimated useful life and residual value of

property, plant and equipment, impairment of long-lived assets provision for staff benefit, recognition and measurement of deferred income

taxes and valuation allowance for deferred tax assets.

Although these estimates are based on management’s knowledge of current events

and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may

be material to our condensed consolidated financial statements.

of management estimates include, but not limited to, the expected credit losses for receivables, estimated useful life and residual value

of property, plant and equipment, impairment of long-lived assets, provision for staff benefit, recognition and measurement of deferred

income taxes and valuation allowance for deferred tax assets.

Although these estimates are based on management’s knowledge of current

events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences

may be material to the Company’s condensed consolidated financial statements.

Going Concern

The Company’s financial statements are prepared

assuming that the Company will continue as a going concern.

The Company’s financial statements are prepared assuming that

the Company will continue as a going concern.

The Company incurred operating losses and had

2 unchanged sentences

The Company’s operating losses amounted $ 29.09 million, and it had negative operating cash flows amounted

$ 28.84 million as of March 31, 2025.

$ 27.73 million as of June 30, 2025.

These factors raise substantial doubts about the Company’s ability to continue as a going concern.

4 unchanged sentences

Impairment of Long-Lived Assets

In accordance with the ASC 360-10,

Accounting for the Impairment or Disposal of Long-Lived Assets , long-lived assets, such as property, plant and equipment and purchased

intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological

or other industrial changes.

The determination of recoverability of assets to be held and used is made by comparing the carrying amount

of an asset to future undiscounted cash flows to be generated by the assets.

In accordance with the ASC 360-10, Accounting

for the Impairment or Disposal of Long-Lived Assets , long-lived assets, such as property, plant and equipment and purchased intangibles

subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an

asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other

industrial changes.

The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset

to future undiscounted cash flows to be generated by the assets.

If such assets are considered to be impaired,

7 unchanged sentences

based on observable and unobservable input, which may be used to measure fair value and include the following:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

- Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;

- Quoted prices in active markets for identical assets or

- Input other than Level 1 that is observable, either directly

or indirectly, such as quoted prices for similar assets or liabilities;

quoted prices in markets that are not active;

or other input that is observable or can be corroborated by observable market data for

substantially the full term of the assets or liabilities.

- Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities.

Our cash and cash equivalents and restricted cash

and short-term investments are classified within level 1 of the fair value hierarchy because they are value using quoted market price.

or other input

that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

- Unobservable input that is supported by little or no market

activity and that is significant to the fair value of the assets or liabilities.

The Company’s cash and cash equivalents

and restricted cash and short-term investments are classified within level 1 of the fair value hierarchy because they are value using

quoted market price.

Earnings Per Share

4 unchanged sentences

stock method, assuming conversion of all potentially dilutive securities, such as stock options and warrants.

Under this method, (i) exercise

of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii) the proceeds

from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the incremental

shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator

of the diluted EPS computation.

The numerators and denominators used in the computations of basic and diluted EPS are presented in the

following table.

As of March 31, 2025:

Loss from continued operations attributable to Future Fintech Group, Inc.

Under this method, (i)

exercise of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii)

the proceeds from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the

incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included

in the denominator of the diluted EPS computation.

The numerators and denominators used in the computations of basic and diluted EPS

are presented in the following table.

For the six months ended June 30, 2025:

Loss from continuing operations attributable to Future Fintech Group, Inc.

$ ( 29,093,624 )

5 unchanged sentences

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continued operations attributable to Future Fintech Group, Inc.

Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continuing operations attributable to Future Fintech Group, Inc.

( 29,093,624 )

Diluted earnings per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations

As of March 31, 2024:

Loss from continued operations attributable to Future Fintech Group, Inc.

Diluted earnings per share is calculated by taking net income, divided by the diluted weighted average common shares outstanding from discontinued operations

For the six months ended June 30, 2024:

Loss from continuing operations attributable to Future Fintech Group, Inc.

$ ( 4,150,649 )

Income from discontinued operations attributable to Future Fintech Group, Inc.

Loss from discontinued operations attributable to Future Fintech Group, Inc.

Loss to common stockholders from continuing operations

1 unchanged sentence

Loss available to common stockholders from discontinued operations

$ ( 937,532 )

Dilutive EPS:

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

( 4,150,649 )

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations

For the three months ended June 30, 2025:

Income from continuing operations attributable to Future Fintech Group, Inc.

Income from discontinued operations attributable to Future Fintech Group, Inc.

Income to common stockholders from continuing operations

Income available to common stockholders from discontinued operations

Dilutive EPS:

Diluted earnings per share is calculated by taking net income divided by the diluted weighted average common shares outstanding.

Diluted net earnings per share equals basic net income per share because the effect of securities convertible into common shares is anti-dilutive from continuing operations attributable to Future Fintech Group, Inc.

Diluted earnings per share is calculated by taking net income, divided by the diluted weighted average common shares outstanding from discontinued operations

For the three months ended June 30, 2024:

Loss from continuing operations attributable to Future Fintech Group, Inc.

$ ( 809,159 )

Loss from discontinued operations attributable to Future Fintech Group, Inc.

Loss available to common stockholders from continuing operations

$ ( 809,159 )

Loss available to common stockholders from discontinued operations

$ ( 951,814 )

Dilutive EPS:

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive

$ ( 809,159 )

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

Cash and Cash Equivalents

5 unchanged sentences

only insured by the Federal Deposit Insurance Corporation up to USD 250,000 , and are consequently exposed to risk of loss.

The Company believes the probability of a bank

failure, causing loss to the Company, is remote.

The Company believes the probability of a bank failure, causing loss

to the Company, is remote.

Cash that is restricted as to withdrawal for use

or pledged as security is reported separately on the face of the consolidated balance sheets, and is not included in the total cash and

cash equivalents in the consolidated statements of cash flows.

Receivable and Allowances

or pledged as security is reported separately on the face of the unaudited condensed consolidated balance sheets, and is not included

in the total cash and cash equivalents in the unaudited condensed consolidated statements of cash flows.

Receivable and Credit Losses

Accounts receivable are recognized and carried

at the original invoice amounts less an allowance for any uncollectible amount.

We have a policy of reserving for uncollectible accounts

based on our best estimate of the amount of probable credit losses in our existing accounts receivable.

We perform ongoing credit evaluations

of our customers and maintain an allowance for potential bad debts if required.

The Company has a policy of reserving for uncollectible

accounts based on the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable.

The Company performs ongoing credit evaluations of the Company’s customers and maintain an allowance for potential bad debts if

Other receivables, and loan receivables are recognized

and carried at the initial amount when occurred less an allowance for any uncollectible amount.

We have a policy of reserving for uncollectible

accounts based on our best estimate of the amount of probable impairment losses in our existing receivable.

Allowances for doubtful accounts are maintained

for expected credit losses resulting from the Company’s customers’ inability to make required payments.

The allowances are

based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific

customers, historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and

supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.

The Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records

the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the

allowance is classified as “Bad debt expense” in the consolidated statements of comprehensive income.

We determine whether

an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability

to meet financial obligations.

In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to

record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected.

specific allowances are re-evaluated and adjusted as additional information is received.

The amounts calculated are analyzed to determine

the total amount of the allowance.

We may also record a general allowance as necessary.

and carried at the initial amount when occurred less an allowance for credit losses.

The Company has a policy of reserving for uncollectible

accounts based on the Company’s best estimate of the amount of probable impairment losses in the Company’s existing receivable.

Allowances for credit losses are maintained for

expected credit losses resulting from the Company’s customers’ inability to make required payments.

The allowances are based

on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific customers,

historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and supportable

forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.

Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records the

allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the allowance

is classified as “Bad debt expense” in the unaudited condensed consolidated statements of comprehensive income (loss).

Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates

the customers may have an inability to meet financial obligations.

In these cases, The Company uses assumptions and judgment, based on

the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable

to the amount expected to be collected.

These specific allowances are re-evaluated and adjusted as additional information is received.

The amounts calculated are analyzed to determine the total amount of the allowance.

The Company may also record a general allowance as

Direct write-offs are taken in the period when

we have exhausted our efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances that indicate that we

should abandon such efforts.

the Company has exhausted the Company’s efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances

that indicate that the Company should abandon such efforts.

The Company has assessed its accounts receivable

including credit term and corresponding all its accounts receivables as of March 31, 2025.

including credit term and corresponding all its accounts receivables as of June 30, 2025.

Bad debt expense was $ 28,762,566 and $ 443,094

during the three months ended March 31, 2025 and 2024, respectively.

Accounts receivables of $ 1.32 million and $ 1.15 million have been

outstanding for over 90 days as of March 31, 2025 and December 31, 2024, respectively.

during the six months ended June 30, 2025 and 2024, respectively.

Accounts receivables of $ 1.33 million and $ 1.15 million have been outstanding

for over 90 days as of June 30, 2025 and December 31, 2024, respectively.

Revenue Recognition

We apply the five steps defined under ASC 606:

(i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction

price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the

entity satisfies a performance obligation.

We assess its revenue arrangements against specific criteria in order to determine if it is

acting as principal or agent.

Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services.

We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods or services

Revenue is recognized upon the transfer of control of promised goods or services to a customer.

Control is generally transferred

when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are

transferred to its customers.

We do not make any significant judgment in evaluating

when control is transferred.

The Company applies the five steps defined under

(i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the

transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when

(or as) the entity satisfies a performance obligation.

The Company assesses its revenue arrangements against specific criteria in order

to determine if it is acting as principal or agent.

Revenue arrangements with multiple performance obligations are divided into separate

distinct goods or services.

The Company allocates the transaction price to each performance obligation based on the relative standalone

selling price of the goods or services provided.

Revenue is recognized upon the transfer of control of promised goods or services to a

Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards

of ownership of products or services are transferred to its customers.

The Company does not make any significant judgment

in evaluating when control is transferred.

Revenue is recorded net of value-added tax.

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Sales of coals, aluminum ingots, sand and steel

The Company recognize revenue when the receipt

The Company recognizes revenue when the receipt

of merchandise is confirmed by the customers, which is the point that the title of the goods is transferred to the customer.

was $ 0.48 million and $ 0.40 during the three months ended March 31, 2025 and 2024, respectively.

Sales agent services for coals, aluminum ingots,

sand and steel

For the sale of third-party products where the

Company obtains control of the product before transferring it to the customer, the Company recognizes revenue based on the gross amount

billed to customers.

The Company considers multiple factors when determining whether it obtains control of third-party products, including

evaluating if it can establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring

acceptability of the product.

The Company recognizes net revenue from sale of coals and aluminum ingots when no control obtained throughout

the transactions.

Revenue was nil and $ 0.04 million during the three months ended March 31, 2025 and 2024, respectively.

$ 1,341 and $ 506,438 during the six months ended June 30, 2025 and 2024, respectively.

Sales of fast-moving consumer goods

The Company operates an e-commerce platform specializing

in fast-moving consumer.

For sales transacted through the Company’s online stores in mainland China, the standard return policy

permits customers to return eligible products within seven days of purchase.

Historically, customer returns were immaterial.

Property, Plant and Equipment

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Upon disposal of assets, the cost and related accumulated depreciation are removed from

the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income.

the accounts and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive income

Depreciation related to property, plant and equipment

used in production is reported in cost of sales, and includes amortized amounts related to capital leases.

We estimated that the residual

value of the Company’s property and equipment ranges from 3 % to 5 %.

Property, plant and equipment are depreciated over their estimated

useful lives as follows:

The Company estimated that

the residual value of the Company’s property and equipment ranges from 3 % to 5 %.

Property, plant and equipment are depreciated over

their estimated useful lives as follows:

Machinery and equipment

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use if they were pricing the intangible asset.

The useful life of the Company’s intangible assets is ten year , which is determined

The useful life of the Company’s intangible assets is ten years , which is determined

by using the time period that an intangible is estimated to contribute directly or indirectly to a Company’s future cash flows.

Foreign Currency and Other Comprehensive Income

Foreign Currency and Other Comprehensive Income (Loss)

The financial statements of the Company’s

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the balance sheet dates, while equity accounts are translated using historical exchange rate.

The exchange rate we used to convert RMB to USD

was 7.18 :1 and 7.19 :1 at the balance sheet dates of March 31, 2025 and December 31, 2024, respectively.

The average exchange rate for

the period has been used to translate revenues and expenses.

The average exchange rates we used to convert RMB to USD were 7.18 :1 and

7.10 :1 for three months ended March 31, 2025 and 2024, respectively.

The exchange rate we used to convert HKD to USD

was 7.78 :1 and 7.76 :1 at the balance sheet dates of March 31, 2025 and December 31, 2024.

The average exchange rate for the period has

been used to translate revenues and expenses.

The average exchange rates we used to convert HKD to USD were 7.78 :1 and 7.82 :1 for three

months ended March 31, 2025 and 2024, respectively.

The exchange rate we used to convert GBP to USD

was 0.77 :1 and 0.79 :1 at the balance sheet dates of March 31, 2025 and December 31, 2024.

The average exchange rate for the period has

been used to translate revenues and expenses.

The average exchange rates we used to convert GBP to USD were 0.79 :1 and 0.79 :1 for three

months ended March 31, 2025 and 2024, respectively.

The exchange rate we used to convert AED to USD

was 3.66 :1 and 3.65 :1 at the balance sheet dates of March 31, 2025 and December 31, 2024.

The average exchange rate for the period has

been used to translate revenues and expenses.

The average exchange rates we used to convert AED to USD were 3.65 :1 and 3.67 :1 for three

months ended March 31 2025 and 2024, respectively.

The exchange rate the Company used to convert

RMB to USD was 7.16 :1 and 7.19 :1 at the balance sheet dates of June 30, 2025 and December 31, 2024, respectively.

The average exchange

rate for the period has been used to translate revenues and expenses.

The average exchange rates the Company used to convert RMB to USD

were 7.18 :1 and 7.11 :1 for six months ended June 30, 2025 and 2024, respectively.

The exchange rate the Company used to convert

HKD to USD was 7.85 :1 and 7.76 :1 at the balance sheet dates of June 30, 2025 and December 31, 2024.

The average exchange rate for the

period has been used to translate revenues and expenses.

The average exchange rates the Company used to convert HKD to USD were 7.79 :1

and 7.82 :1 for six months ended June 30, 2025 and 2024, respectively.

Translation adjustments are reported separately

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The government subsidies of operating nature with no further conditions to be met are recorded of operating

expenses in “Other income” in the consolidated statements when received.

expenses in “Other income” in the unaudited condensed consolidated statements of operations and comprehensive income (loss)

when received.

The amendments in this update require disclosures

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entity’s financial statements.

We use the asset and liability method of accounting

for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for

the amount of:

(i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting

from matters that have been recognized in an entity’s financial statements or tax returns.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations

in the period that includes the enactment date.

A valuation allowance is provided to reduce the deferred tax assets reported if based

on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets

will not be realized.

The Company uses the asset and liability method

of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is

recognized for the amount of:

(i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences

resulting from matters that have been recognized in an entity’s financial statements or tax returns.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of

operations in the period that includes the enactment date.

A valuation allowance is provided to reduce the deferred tax assets reported

if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred

tax assets will not be realized.

ASC Topic 740-10-30 clarifies the accounting for

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and transition.

We have no material uncertain tax positions for any of the reporting periods presented.

The Company has no material uncertain tax positions for any of the reporting periods presented.

Short-term investments

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Fair valued or carried at amortized costs.

As of March 31, 2025

and December 31, 2024, the long-term investments amounted to $ 1.53 million and $ 1.30 , respectively.

Due to the Company has received repayment

$ 0.24 million (RMB 1,700,000 ) debt investment, the Company did not recognize an impairment.

We adopted ASU No.

As of June 30, 2025

and December 31, 2024, the long-term investments amounted to $ 1.05 million and $ 1.53 million, respectively.

Due to the Company has received

repayment $ 0.48 million (RMB 3.5 million) debt investment, the Company did not recognize an impairment.

The Company adopted ASU No.

2016-02, Leases (Topic

842), or ASC 842, from January 1, 2020.

We determine if an arrangement is a lease or contains a lease at lease inception.

For operating leases,

we recognize a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over the

lease term on the consolidated balance sheets at commencement date.

As most of our leases do not provide an implicit rate, we estimate

our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments,

and in economic environments where the leased asset is located.

The ROU assets also include any lease payments made, net of lease incentives.

Lease expense is recorded on a straight-line basis over the lease term.

Our leases often include options to extend and lease terms include

such extended terms when we are reasonably certain to exercise those options.

Lease terms also include periods covered by options to terminate

the leases when we are reasonably certain not to exercise those options.

The Company determines if an arrangement is a lease or contains a lease at lease inception.

operating leases, the Company recognizes a right-of-use (“ROU”) asset and a lease liability based on the present value of

the lease payments over the lease term on the unaudited condensed consolidated balance sheets at commencement date.

As most of the Company’s

leases do not provide an implicit rate, the Company estimates the incremental borrowing rate based on the information available at the

commencement date in determining the present value of lease payments.

The incremental borrowing rate is estimated to approximate the interest

rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

assets also include any lease payments made, net of lease incentives.

Lease expense is recorded on a straight-line basis over the lease

the Company’s leases often include options to extend and lease terms include such extended terms when the Company is reasonably

certain to exercise those options.

Lease terms also include periods covered by options to terminate the leases when the Company is reasonably

certain not to exercise those options.

Share-based compensation

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periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Company plans to adopt this guidance effective July 1, 2025 and the Company is currently evaluating the impact of adopting this ASU

on its financial statements.

The Company adopted this guidance effective July 1, 2025 and the Company is currently evaluating the impact of adopting this ASU on its

financial statements.

Management does not believe that any other recently

issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying consolidated financial

issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying unaudited condensed

consolidated financial statements.

ACCOUNTS RECEIVABLE

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Supply Chain Financing/Trading

Trading Commission and Consulting service

Fast-Moving Consumer Goods

Total accounts receivable, net

The following table sets forth our concentration

of accounts receivable, net of specific allowances for doubtful accounts.

The following table sets forth the Company’s

concentration of accounts receivable, net of specific allowances for credit losses.

Total accounts receivable, net

OTHER RECEIVABLES

As of March 31, 2025, the balance of other receivables

As of June 30, 2025, the balance of other receivables

was $ 0.92 million deposit paid and prepayments to third parties.

As of December 31, 2024, the balance of other

receivables was $ 1.49 million deposit paid and prepayments to third parties.

As of December 31, 2024, the balance of other receivables was $ 1.49

million deposit paid and prepayments to third parties.

LOAN RECEIVABLES

As of March 31, 2025, the balance of loan receivables

was $ 6.97 million, which were from third parties.

As of June 30, 2025, the balance of loan receivables was $ 6.98 million,

which were from third parties.

On July 14, 2022, Future Private Equity Fund Management

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Fund Management (Hainan) Co., Limited loaned an amount of $ 7.00 million (RMB 50 million) to the third party at the annual interest rate

of 8 % from July 15, 2022 to July 14, 2025 , guarantee by Junde Chen.

of 8 % from July 15, 2022 to December 31, 2025 , guarantee by Junde Chen.

To strengthen the liquidity, the Company negotiated with the borrower

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As of April 17, 2023, the Company has received repayment $ 4.87 million (RMB 35 million).

As of June 30,

2025, the balance of loan receivables was $ 2.09 million.

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interest rate of 5 % from December 8, 2022 to December 8, 2025 .

As of March 31, 2025, the balance of loan receivables was $ 4.88 million.

As of December 31, 2024, the balance of loan receivables

was $ 7.09 million, which was from a third parties.

As of June 30, 2025, the balance of loan receivables was $ 4.89 million.

As of December 31, 2024, the balance of loan receivables was $ 7.09

million, which was from a third parties.

On July 14, 2022, Future Private Equity Fund Management

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Pursuant to the Loan Agreement, Future Supply Chain (Xi’an)

Co., Ltd loaned an amount of $ 0.14 million (RMB 1 million) to the third party at the annual interest rate of 12 % from August 29, 2024 to

November 30, 2025.

Co., Ltd loaned an amount of $ 0.14 million (RMB 1 million) to the third party at the annual interest rate of 12 % from August 29, 2024

to November 30, 2025.

As of December 31, 2024, the balance of loan receivables was $ 0.14 million.

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The Company is the lessee under the terms of the operating leases.

For the three months ended

March 31, 2025, the operating lease cost was $ 0.06 million.

For the six months ended

June 30, 2025, the operating lease cost was $ 0.09 million.

The Company’s operating leases have remaining

lease terms of approximately 19 months.

As of March 31, 2025, the weighted average remaining lease term and weighted average discount

rate were 2.08 years and 4.89 %, respectively.

As of June 30, 2025, the weighted average remaining lease term and weighted average discount rate

were 1.60 years and 4.88 %, respectively.

Maturities of lease liabilities were as follows:

As of March 31,

From April 1, 2025 to March 31, 2026

From April 1, 2026 to March 31, 2027

From April 1, 2027 to March 31, 2028

As of June 30,

From July 1, 2025 to June 30, 2026

From July 1, 2026 to June 30, 2027

amounts representing interest

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whereby lease assets and lease liabilities are not recognized on the balance sheet.

Short term leases cost was nil for three months ended

March 31, 2025.

Short term leases cost was nil for the six months

ended June 30, 2025.

PROPERTY AND EQUIPMENT

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Depreciation expense included in general and administration

expenses for the three months ended March 31, 2025 and 2024 was $ 26,205 and $ 26,901 , respectively.

expenses for the six months ended June 30, 2025 and 2024 was $ 50,971 and $ 60,300 , respectively.

Depreciation expense included in cost

of sales for the three months ended March 31, 2025 and 2024 was $0 and $0 , respectively.

of sales for the six months ended June 30, 2025 and 2024 was $0 and $0 , respectively.

INTANGIBLE ASSETS

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Amortization expense included in general and administration

expenses for the three months ended March 31, 2025 and 2024 was $ 14,259 and $ 14,259 , respectively.

expenses for the six months ended June 30, 2025 and 2024 was $ 28,518 and $ 28,518 , respectively.

Amortization expense included in cost

of sales for the three months ended March 31, 2025 and 2024 was $ 0 and $ 0 , respectively.

of sales for the six months ended June 30, 2025 and 2024 was $ 0 and $ 0 , respectively.

The estimated amortization is as follows:

As of March 31,

From April 1, 2025 to March 31, 2026

From April 1, 2026 to March 31, 2027

From April 1, 2027 to March 31, 2028

From April 1, 2028 to March 31, 2029

From April 1, 2029 to March 31, 2030

Type 1 and Type 2 licenses by Hong Kong Securities

and Futures Commission have no expiration date and do not require amortization, amount was $ 128,560 and $ 128,824 .

As of June 30,

From July 1, 2025 to June 30, 2026

From July 1, 2026 to June 30, 2027

From July 1, 2027 to June 30, 2028

From July 1, 2028 to June 30, 2029

From July 1, 2029 to June 30, 2030

Type 1 and Type 2 licenses by Hong Kong Securities and Futures Commission

have no expiration date and do not require amortization, amount was $ 128,560 and $ 128,824 .

ACCOUNT PAYABLES

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of the followings:

Trading Commission and Consulting service payment

Fast-Moving Consumer Goods payment

Supply Chain Financing/Trading payment

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In January 2021, FT Global Capital, Inc.

Global”), a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia.

FT Global served the complaint upon the Company in January 2021.

In the complaint, FT Global alleges claims, most of which attempt to

hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT

Global and the Company in July 2020 which had a term of three months.

FT Global claims that the Company failed to compensate FT Global

for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent

On April 11, 2024, on which date the jury returned a verdict in favor of FT Global and the Court entered a judgment awarding

FT Global $ 10,598,380 .

a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia.

served the complaint upon the Company in January 2021.

In the complaint, FT Global alleges claims, most of which attempt to hold the Company

liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT Global and the

Company in July 2020 which had a term of three months.

FT Global claims that the Company failed to compensate FT Global for securities

purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent agreement.

On April 11, 2024, on which date the jury returned a verdict in favor of FT Global and the Court entered a judgment awarding FT Global

$ $ 10,598,380 .

As of December 31, 2024 and March 31, 2025, the Company has been payment $ 1.97 million and $ 25,000 .

On June 17, 2025, the Company entered into a settlement and forbearance agreement with FT Global, pursuant to which

the company is required to pay FT Global an aggregate amount of $ 4.0 million over an 18-month period.

For the fiscal year ended December

31, 2024, and the six-month period ended June 30, 2025, the Company paid $ 1.97 million and $ 525,000 , respectively, towards the accrued

expenses and other payables.

CONVERTIBLE NOTES PAYABLE

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The Note was unsecured.

date thereof, Company shall reserve 500,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances

of Common Stock under the Note (the “Share Reserve”).

Lender elected to redeem a portion of the Note in redemption conversion

the date thereof, Company shall reserve 500,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all

issuances of Common Stock under the Note (the “Share Reserve”).

Lender elected to redeem a portion of the Note in redemption

conversion shares.

Lender redemption conversion shares were 237,543 shares, amount $ 62,500 , at a price of $ 2.631 per share in 2024.

Lender redemption

conversion shares were 61,205 shares, amount $ 140,658 , at a price of $ 2.276 per share in 2025.

redemption conversion shares were 61,205 shares, amount $ 140,658 , at a price of $ 2.276 per share in 2025.

RELATED PARTY TRANSACTION

As of March 31, 2025, the amount due to the related party was consisted

of the following:

(US$) Relationship Note

Ming Yi 5,286 Chief Financial Officer of the Company Other payables, interest free and payment on demand.

Total $ 5,286

As of March 31, 2025, the amounts due from the

As of June 30, 2025, the amounts due from the

related parties were consisted of the followings:

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Hu Li 20,000 Chief Executive Officer of the Company Prepaid expenses, interest free and payment on demand.

Chao Li 2,508 Corporate legal representative of a subsidiary of the Company Prepaid expenses, interest free and payment on demand.

Kai Li 3,772 Corporate legal representative of a subsidiary of the Company Prepaid expenses, interest free and payment on demand.

Ting Ouyang 550 Chief Financial Officer of the Company Prepaid expenses, interest free and payment on demand.

Total $ 24,322

As of December 31, 2024, the amount due to the

related party was consisted of the followings:

related parties was consisted of the followings:

Name Amount Relationship Note

Ming Yi $ 8,871 Chief Financial Officer of the Company Accrued expenses, interest free and payment on demand.

Ting Alina Oyang 8,871 Chief Financial Officer of the Company Accrued expenses, interest free and payment on demand.

Total $ 8,871

As of December 31, 2024, the amount due from the

related party was consisted of the followings:

related parties was consisted of the followings:

Name Amount Relationship Note

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taxes have been made, as the Company had no U.S.

taxable income for the three months ended March 31, 2025 and 2024.

For the three months

ended March 31, 2025 and 2024, the Company had current income tax expenses of nil , respectively.

taxable income for the six months ended June 30, 2025 and 2024.

For the six months ended

June 30, 2025 and 2024, the Company had current income tax expenses of nil , respectively.

The Company evaluates the level of authority for

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the unrecognized benefits associated with the tax positions.

For the years ended March 31, 2025, the Company had no unrecognized tax benefits.

For the years ended June 30, 2025, the Company had no unrecognized tax benefits.

Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred

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for temporary differences related to the dividend from foreign subsidiaries is not determined because such determination is not practical.

The Company has not provided deferred taxes on

undistributed earnings attributable to its PRC subsidiaries as they are to be permanently reinvested.

The Company has not provided deferred taxes on undistributed earnings

attributable to its PRC subsidiaries as they are to be permanently reinvested.

The Company has not provided deferred taxes on

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The applicable tax rate is 16.5 % in Hong Kong.

Reconciliation of the differences between the

statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company:

Reconciliation of the differences between the statutory EIT rate applicable

to profits of the consolidated entities and the income tax expenses of the Company:

Loss before taxation

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( 7,273,406 )

( 1,037,662 )

Others, primarily the differences in tax rates

( 1,076,679 )

Deferred tax assets losses not recognized

SHARE BASED COMPENSATION

On March 27, 2025, the Company effected a 1-for-10

reverse stock split of the Company’s issued shares and its authorized shares of common stock from 60,000,000 shares to 6,000,000

Restricted net assets

PRC laws and regulations permit payments of dividends

by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with

PRC accounting standards and regulations.

In addition, the Company’s subsidiaries incorporated in the PRC are required to annually

appropriate 10 % of their net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50 % of

their respective registered capital.

Furthermore, registered share capital and capital reserve accounts are also restricted from distribution.

As a result of the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated

in the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends.

The restriction

amounted to $ 24.54 million (RMB 176,144,932 ) as of March 31, 2025.

Except for the above or disclosed elsewhere, there is no other restriction

on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.

Payments-omnibus equity plan

On March 10, 2025, the Compensation Committee

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price of the Company stock was $ 2.17 on March 10, 2025, the Company recorded an expense of $ 1.09 million in the first quarter of fiscal

As of the date of this report, the Shares have been issued to the Grantees.

Securities Purchase Agreement

On October 4, 2024, the Compensation Committee of the Board of Directors

of the Company granted 211,000 shares of common stock of the Company, par value $ 0.001 , pursuant to the Company’s 2023 Omnibus Equity

Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”).

As the closing price of the

Company stock was $ 3.18 on October 9, 2023, the Company recorded an expense of $ 0.67 million in the third quarter of fiscal year 2024.

As of the date of this report, the Shares have been issued to the Grantees.

On January 5, 2024, the Company entered into a securities purchase

agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company sold to the purchasers

in a private placement, an aggregate of 215,054 share of its common stock, par value $ 0.001 per share at a purchase price of $12 per share,

for aggregate net proceeds to the Company of $ 258,064 .

On January 18, 2024, the Company issued 215,054 shares of common stock pursuant

to this Agreement.

As of March 10，2025, the Shares have been issued to the Grantees.

On October 4, 2024, the Compensation Committee

of the Board of Directors of the Company granted 211,000 shares of common stock of the Company, par value $ 0.001 , pursuant to the Company’s

2023 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”).

As the closing

price of the Company stock was $ 3.18 on October 9, 2023, the Company recorded an expense of $ 0.67 million in the third quarter of fiscal

As of October 9，2024, the Shares have been issued to the Grantees.

Securities Purchase Agreement

On December 24, 2020, the Company entered into a securities purchase

agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate

of 421,053 units, each consisting of one share of our common stock and a warrant to purchase 1 share of our Common Stock, at a purchase

price of $ 19 per unit, for aggregate gross proceeds to the Company of $ 8,000,007 , before deducting fees to the placement agent and other

offering expenses payable by the Company.

On December 29, 2020, the Company issued Units consisting of an aggregate of 421,053 shares

of our Common Stock and warrants to purchase up to an aggregate of 421,053 shares of our Common Stock at an exercise price of $ 21.5 per

share (the “Investors’ Warrants”).

The Investors’ Warrants have a term of five years and are exercisable by the

holder at any time after the date of issuance.

In connection with the offering, the Company also issued placement agent a warrant to purchase

42,108 shares of our Common Stock (the “Placement Agent Warrant”) on substantially the same terms as the Investors’

Warrants, except that the Placement Agent Warrant has an exercise price of $ 23.75 per share and are not exercisable until June 24, 2021.

As of December 31, 2024 and March 31, 2025, outstanding warrant has 42,108 shares of our Common Stock.

Warrants after

1-for -10 reverse stock split in 2025 was 4,211 shares with an exercise price of $ 118.75 /share.

Underlying Shares Weighted Average Exercise Price Weighted Average Term (Years)

On December 24, 2020, the Company entered into

a securities purchase agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering,

an aggregate of 421,053 units, each consisting of one share of the Company’s common stock and a warrant to purchase 1 share of the

Company’s Common Stock, at a purchase price of $ 19 per unit, for aggregate gross proceeds to the Company of $ 8,000,007 , before deducting

fees to the placement agent and other offering expenses payable by the Company.

On December 29, 2020, the Company issued Units consisting

of an aggregate of 421,053 shares of the Company’s Common Stock and warrants to purchase up to an aggregate of 421,053 shares of

the Company’s Common Stock at an exercise price of $ 21.5 per share (the “Investors’ Warrants”).

The Investors’

Warrants have a term of five years and are exercisable by the holder at any time after the date of issuance.

In connection with the offering,

the Company also issued placement agent a warrant to purchase 42,108 shares of the Company’s Common Stock (the “Placement

Agent Warrant”) on substantially the same terms as the Investors’ Warrants, except that the Placement Agent Warrant has an

exercise price of $ 23.75 per share and are not exercisable until June 24, 2021.

As of December 31, 2024 and June 30, 2025, outstanding

warrant has 42,108 shares of the Company’s Common Stock.

Warrants after 1-for -10 reverse stock split in 2025 was 4,211 shares with

an exercise price of $ 118.75 /share.

Underlying Weighted

Exercise Weighted

Shares Price (Years)

Options outstanding at December 31, 2024 4,211 $ 23.75 1.00

Options outstanding at March 31, 2025 4,211 $ 23.75 1.00

Options exercisable at March 31, 2024 4,211 $ 23.75 1.00

On January 5, 2024, the Company entered into a securities purchase

agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company sold to the purchasers

in a private placement, an aggregate of 215,054 share of its common stock, par value $ 0.001 per share at a purchase price of $ 12 per share,

for aggregate net proceeds to the Company of $ 258,064 .

On January 18, 2024, the Company issued 215,054 shares of common stock pursuant

to this Agreement.

Options outstanding at June 30, 2025 4,211 $ 23.75 1.00

Options exercisable at June 30, 2025 4,211 $ 23.75 1.00

On January 5, 2024, the Company entered into a

securities purchase agreement with certain purchasers , pursuant to which the Company sold to the purchasers in a private placement, an

aggregate of 215,054 share of its common stock, par value $ 0.001 per share at a purchase price of $ 12 per share, for aggregate net proceeds

to the Company of $ 258,064 .

On January 18, 2024, the Company issued 215,054 shares of common stock pursuant to this Agreement.

Common stocks issued in connection with the convertible notes

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Lender redemption conversion shares 18,323 , amount $ 40,658 , at a price of $ 2.219

The share numbers and prices in this Note 16 are

post-reverse stock split effected on April 1, 2025.

On March 27, 2025, the Company effected a 1-for-10

reverse stock split of the Company’s issued shares and its authorized shares of common stock from 60,000,000 shares to 6,000,000

shares.The share numbers and prices are post-reverse stock split effected on April 1, 2025.

STATUTORY RESERVES AND RESTRICTED NET ASSETS

PRC laws and regulations permit payments of dividends

by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with

PRC accounting standards and regulations.

In addition, the Company’s subsidiaries incorporated in the PRC are required to annually

appropriate 10 % of their net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50 % of

their respective registered capital.

Furthermore, registered share capital and capital reserve accounts are also restricted from distribution.

As a result of the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated

in the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends.

The restriction

amounted to $ 23.98 million (RMB 176,096,482 ) as of June 30, 2025.

Except for the above or disclosed elsewhere, there is no other restriction

on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.

DISCONTINUED OPERATIONS

On March 7, 2024, Chain Cloud Mall Network and

Technology (Tianjin) Co., Limited was dissolved and deregistered.

On March 7, 2024, Chain Cloud Mall Network and Technology (Tianjin)

Co., Limited was dissolved and deregistered.

On September 4, 2024, Tianjin Future Private Equity

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The gain on disposal was $ 3.42 million.

On February 3, 2025, FTFT UK LIMITED, FTFT Finance UK Limited, Future

Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC(Cayman), Future Fintech Digital Number One GP,LLC (USA),

FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech

Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of US$ 25,000 after a court auction

On February 3, 2025, FTFT UK LIMITED, FTFT Finance

UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC(Cayman), Future Fintech Digital

Number One GP,LLC (USA), FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL

INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of

US$ 25,000 after a court auction sale.

The gain of disposal was $ 28.24 million.

Loss from discontinued operations for the three

months ended March 31, 2025 and 2024 was as follows:

COST OF SALES-THIRD PARTY

COST OF SALES-RELATED PARTY

Loss from discontinued operations for the six months ended June 30,

2025 and 2024 was as follows:

three months ended

six months ended

COST OF SALES

OPERATING EXPENSES:

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Research and development expenses

Selling expenses

Bad debt provision

4 unchanged sentences

Loss from discontinued operations before income tax

( 1,617,423 )

Income tax provision

1 unchanged sentence

Gain on disposal of discontinued operations

Net loss attributable to non-controlling interests

net income (loss) attributable to non-controlling interests

INCOME (LOSS) FROM DISCONTINUED OPERATION

$ ( 951,814 )

$ ( 937,532 )

The major components of assets and liabilities

12 unchanged sentences

In its operation of the business, management,

including our chief operating decision maker, who is our Chief Executive Officer, reviews certain financial information, including segmented

internal profit and loss statements prepared on a basis consistent with GAAP.

The Company operates in three segments starting in fiscal

including the Company’s chief operating decision maker, who is the Company’s Chief Executive Officer, reviews certain financial

information, including segmented internal profit and loss statements prepared on a basis consistent with GAAP.

The Company operates in

three segments starting in fiscal 2021:

“supply chain financing service and trading business” and “others”.

The Company began to provide supply chain financing services during

the second quarter of 2021.

The Company began to provide sand and steel supply chain financing services during the first quarter of 2023.

described in Note 17.

DISCONTINUED OPERATIONS, certain subsidiaries were sold, dissolved or deregistered, resulting in material changes

to the Company’s business operations.

Consequently, the Company has reorganized its operations into the following three reportable

(1) Fast-Moving Consumer Goods (FMCG), (2) Trading Commission and Consulting service and (3) supply chain financing service

and trading business.

The Company began to provide supply chain financing

services during the second quarter of 2021.

The Company began to provide sand and steel supply chain financing services during the first

quarter of 2023.

The Company began to provide brokerage services in October 2023.

Some of our operation might not individually meet

the quantitative thresholds for determining reportable segments and we determine the reportable segments based on the discrete financial

information provided to the chief operating decision maker.

The chief operating decision maker evaluates the results of each segment in

assessing performance and allocating resources among the segments.

Since there is an overlap of services and products between different

subsidiaries of the Company, the Company does not allocate operating expenses and assets based on the product segments.

Therefore, operating

expenses and asset information by segment are not presented.

Segment profit represents the gross profit of each reportable segment.

As of March 31, 2025:

During the first quarter of fiscal year 2025, the Company

commenced operations in the Fast-Moving Consumer Goods (FMCG) sector.

Some of the Company’s operation might not

individually meet the quantitative thresholds for determining reportable segments and the Company determines the reportable segments based

on the discrete financial information provided to the chief operating decision maker.

The chief operating decision maker evaluates the

results of each segment in assessing performance and allocating resources among the segments.

Since there is an overlap of services and

products between different subsidiaries of the Company, the Company does not allocate operating expenses and assets based on the product

Therefore, operating expenses and asset information by segment are not presented.

Segment profit represents the gross profit

of each reportable segment.

Three months ended June 30, 2025

Reportable segment revenue

2 unchanged sentences

Segment gross profit

As of March 31, 2024:

Three months ended June 30, 2024

Reportable segment revenue

2 unchanged sentences

Segment gross profit

Loss before Income Tax:

Six months ended June 30, 2025

Reportable segment revenue

Inter-segment loss

Revenue from external customers

Segment gross profit

Six months ended June 30, 2024

Reportable segment revenue

Inter-segment loss

Revenue from external customers

Segment gross profit

Income (loss) before Income Tax:

Three Months Ended

Six Months Ended

Supply Chain Financing/Trading

$ ( 184,097 )

Fast-Moving Consumer Goods

Trading Commission and Consulting service

Corporate and Unallocated

Total operating expenses and other expense

Loss before Income Tax

( 2,090,066 )

Total operating expenses and other expenses

( 1,665,008 )

Income (loss) before income tax

$ ( 809,159 )

$ ( 29,093,624 )

$ ( 4,150,649 )

Segment assets:

Supply Chain Financing/Trading

Fast-Moving Consumer Goods

Trading Commission and Consulting service

Corporate and Unallocated

Assets related to discontinued operation

DEBT RESTRUCTURING

During the six months ended June 30, 2025, the Company entered into troubled debt restructurings with FT Global (“the Creditor”)

due to financial difficulties.

On June 17, 2025, the Company entered into a settlement and forbearance agreement (“the Agreement”)

with FT Global.

Pursuant to the Agreement, the company was required to pay an aggregate settlement amount of $ 4.0 million and issue a

total of 1,700,000 shares of common stock, among which, (i) $ 0.5 million was paid no later than June 20, 2025, (ii) $ 1.0 million, $ 1.3

million and $ 1.2 million shall be paid within six months, twelve months and eighteen months after signing of the Agreement, respectively,

(iii) 60,000 shares and 340,000 shares of common stock were issued on June 30, 2025 and July 2, 2025, respectively, and (iv) 650,000 shares

and 650,000 shares of common stock shall be issued no earlier than six months and twelve months following the agreement’s effective

date, respectively.

The Company derecognized the amount previously

due to FT Global, and recognized the present value of total settlement amount including the above-mentioned cash payments and common stocks

in paid in capital and other payable on the unaudited condensed consolidated balance sheets.

Upon the debt restructurings, the Company

recognized a gain of $ 3.07 million which was recorded as gain on debt restructuring on the unaudited condensed consolidated statement

of operations and comprehensive income (loss).

COMMITMENTS AND CONTINGENCIES

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in damages and attorneys’ fees.

The Company timely removed the case to the United States District Court

for the Northern District of Georgia (the (“Court”) on February 9, 2021 based on diversity of jurisdiction.

On March 9, 2021,

the Company filed a motion to dismiss based on FT Global’s failure to state a claim which is pending before the Court.

10, 2021, the Court entered an Order granting the Company’s motion to dismiss FT Global’s fraud claim and breach of contract

claim as to the disclosure of its confidential and proprietary information.

The Court denied the Company’s motion to dismiss FT

Global’s i) breach of contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement agent agreement;

The Company timely removed the case to the United

States District Court for the Northern District of Georgia (the (“Court”) on February 9, 2021 based on diversity of jurisdiction.

On March 9, 2021, the Company filed a motion to dismiss based on FT Global’s failure to state a claim which is pending before the

On November 10, 2021, the Court entered an Order granting the Company’s motion to dismiss FT Global’s fraud claim and

breach of contract claim as to the disclosure of its confidential and proprietary information.

The Court denied the Company’s motion

to dismiss FT Global’s i) breach of contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement

agent agreement;

ii) claim for breach of the covenant of good faith and fair dealing;

and iii) claim for attorney’s fees, and the court concluded

that additional information can be obtained through discovery.

The trial began on April 8, 2024 and ended on April 11, 2024, on which

date the jury returned a verdict in favor of FT Global.

and iii) claim for attorney’s fees, and the

court concluded that additional information can be obtained through discovery.

The trial began on April 8, 2024 and ended on April 11,

2024, on which date the jury returned a verdict in favor of FT Global.

On April 11, 2024, the Court entered a judgment awarding FT Global

and on April 16, 2024, the Court issued an amended judgment, awarding FT Global $ 10,598,379.93 , which includes $ 7,895,265.31 in damages,

$ 1,723,114.62 in prejudgment interest, and $ 980,000.00 in attorney’s fees.

On May 9, 2024, the Company filed a post-trial motion

to set aside the jury verdict and for a new trial and the Court denied the motion on March 3, 2025.

The Company filed notice of appeal

to appeal the judgement to the United States Court of Appeals for the Eleventh Circuit on April 2, 2025.

The Company will seek to have

the judgment overturned on appeal.

$ 8,875,265.31 and on April 16, 2024, the Court issued an amended judgment, awarding FT Global $ 10,598,379.93 , which includes $ 7,895,265.31

in damages, $ 1,723,114.62 in prejudgment interest, and $ 980,000.00 in attorney’s fees.

On May 9, 2024, the Company filed a post-trial

motion to set aside the jury verdict and for a new trial and the Court denied the motion on March 3, 2025.

The Company filed notice of

appeal to appeal the judgement to the United States Court of Appeals for the Eleventh Circuit on April 2, 2025.

The Company will seek

to have the judgment overturned on appeal.

The Company’s opening brief in the appeal is due on June 11, 2025.

FT Global has registered the Court’s judgment in the United States

District Court for Southern District of New York (“NY Court”), where FT Global has brought a motion requiring the Company

to turn over its stock in its subsidiary companies.

On August 28, 2024, NY Court granted FT Global’s motion for turnover of

Defendant’s shares in Defendant’s wholly-owned subsidiaries as Defendant 1) failed to satisfy the $ 10.8 million judgment rendered

in the Northern District of Georgia and registered in the Southern District of New York, and 2) is in possession of money and property

in which it has an interest.

The NY Court ordered Defendant shall turn over the shares, membership, or limited partnership interests in

all of its subsidiaries, and the corporate seals of its China and Hong Kong-based subsidiaries, to the U.S.

Marshal for auction or sale

until the judgment is satisfied.

Pursuant to the order issued by the United States District Court for the Southern District of New York

on August 28, 2024, the United States Marshal for the Southern District of New York (“U.S.

Marshal”) sold the securities of

the subsidiaries of the Company other than those in Hong Kong and China in auction of:

(i) all of the membership interests in Future Fintech

Digital Capital Management LLC;

FT Global has registered the Court’s judgment

in the United States District Court for Southern District of New York (“NY Court”), where FT Global has brought a motion requiring

the Company to turn over its stock in its subsidiary companies.

On August 28, 2024, NY Court granted FT Global’s motion for turnover

of Defendant’s shares in Defendant’s wholly-owned subsidiaries as Defendant 1) failed to satisfy the $ 10.8 million judgment

rendered in the Northern District of Georgia and registered in the Southern District of New York, and 2) is in possession of money and

property in which it has an interest.

The NY Court ordered Defendant shall turn over the shares, membership, or limited partnership interests

in all of its subsidiaries, and the corporate seals of its China and Hong Kong-based subsidiaries, to the U.S.

Marshal for auction or

sale until the judgment is satisfied.

Pursuant to the order issued by the United States District Court for the Southern District of New

York on August 28, 2024, the United States Marshal for the Southern District of New York (“U.S.

Marshal”) sold the securities

of the subsidiaries of the Company other than those in Hong Kong and China in auction of:

(i) all of the membership interests in Future

Fintech Digital Capital Management LLC;

(ii) all of the outstanding shares of FTFT UK Limited;

(iii) the corporate seal of DigiPay FinTech Limited;

(iii) the corporate seal of DigiPay FinTech

(iv) the corporate seal of GlobalKey SharedMall Limited;

(iv) all of the outstanding shares of Future Fintech Labs Inc.;

and (v) all of

the outstanding shares of Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global for $ 25,000

on December 18, 2024.

On December 6, 2024, the Company agreed to sell all issued and outstanding shares of FTFT SuperComputing Inc.

wholly owned subsidiary of the Company (“FTFT SuperComputing”) to DDMM Capital LLC (the “Buyer”) for a purchase

price that equals to:

(i) the assumption of the obligations of FTFT SuperComputing totaling $ 973,072.24 and (ii)$ 1,000,000 , which was

paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT Global Capital, Inc.

(v) all of the outstanding shares of Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global

for $ 25,000 on December 18, 2024.

On December 6, 2024, the Company agreed to sell all issued and outstanding shares of FTFT SuperComputing

a wholly owned subsidiary of the Company (“FTFT SuperComputing”) to DDMM Capital LLC (the “Buyer”) for a

purchase price that equals to:

(i) the assumption of the obligations of FTFT SuperComputing totaling $ 973,072.24 and (ii)$ 1,000,000 , which

was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT Global Capital, Inc.

the judgment entered in favor of FT Global and against the Company registered in the Southern District of New York and all matters pertaining

6 unchanged sentences

of the Company’s common stock for sale to satisfy the judgement.

On April 30, 2025, the Company received order from the NY

Court to turn over its unissued shares to U.S.

On April 30, 2025, the Company received order from the NY Court

to turn over its unissued shares to U.S.

Marshal for auction.

1 unchanged sentence

stock in the name of the United States Marshals Service.

The Company will continue to vigorously defend the action against FT Global and

has filed notice of appeal to appeal the order of the NY Court to the United States Court of Appeals for the Second Circuit.

Shareholders Lawsuit

(LaBelle and Janzen)

The LaBelle case is a

putative securities class action filed in January 2024 and is pending in the District of New Jersey.

Denise LaBelle (“Plaintiff”)

alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act by making materially

false or misleading statements in the company’s public filings and disclosures relating to the former Chief Executive Officer of

the Company Mr.

Shanchun Huang and charges filed by the SEC against Mr.

Shanchun Huang with manipulative trading in the stock of the Company

using an offshore account shortly before he became the Company’s CEO in 2020 and failing to disclose his beneficial ownership.

Huang has denied the allegations of trading before he became CEO.

Plaintiff claims that these alleged misstatements caused the

Company’s stock to trade at artificially inflated prices, harming investors when the truth was revealed.

The lead plaintiff

and lead counsel were appointed in September 2024.

The Company was served in September 2024, and the Plaintiff is currently seeking

substituted service on the individual defendants.

Once service is resolved, the Plaintiff is expected to file an amended complaint,

which the Company and other defendants intend to move to dismiss.

The Janzen action is

a consolidated shareholder derivative case filed by Jeff Janzen on May 31, 2024, also pending in the District of New Jersey, brought nominally

on behalf of Future FinTech.

Plaintiff alleges that certain current and former officers and directors breached fiduciary duties

by allowing or failing to prevent the same alleged misconduct at issue in LaBelle, including mismanagement and misleading public disclosures.

The derivative case has been stayed by stipulation, pending resolution of the anticipated motion to dismiss in LaBelle, but plaintiff

has reserved the right to participate in mediation and settlement discussions relating to the class action.

On June 17, 2025, the Company entered into a settlement

and forbearance agreement with FT Global.

(See Note 20.

DEBT RESTRURING)

Shareholders Lawsuit (LaBelle and Janzen)

The LaBelle case is a putative securities class

action filed in January 2024 and is pending in the District of New Jersey.

Denise LaBelle (“Plaintiff”) alleges that the Company

and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act by making materially false or misleading

statements in the company’s public filings and disclosures relating to the former Chief Executive Officer of the Company Mr.

Huang and charges filed by the SEC against Mr.

Shanchun Huang with manipulative trading in the stock of the Company using an offshore

account shortly before he became the Company’s CEO in 2020 and failing to disclose his beneficial ownership.

Huang has denied

the allegations of trading before he became CEO.

Plaintiff claims that these alleged misstatements caused the Company’s stock to

trade at artificially inflated prices, harming investors when the truth was revealed.

The lead plaintiff and lead counsel were appointed

in September 2024.

The Company was served in September 2024, and the Plaintiff is currently seeking substituted service on the individual

Once service is resolved, the Plaintiff is expected to file an amended complaint, which the Company and other defendants intend

to move to dismiss.

The Janzen action is a consolidated shareholder

derivative case filed by Jeff Janzen on May 31, 2024, also pending in the District of New Jersey, brought nominally on behalf of Future

Plaintiff alleges that certain current and former officers and directors breached fiduciary duties by allowing or failing to

prevent the same alleged misconduct at issue in LaBelle, including mismanagement and misleading public disclosures.

The derivative case

has been stayed by stipulation, pending resolution of the anticipated motion to dismiss in LaBelle, but plaintiff has reserved the right

to participate in mediation and settlement discussions relating to the class action.

RISKS AND UNCERTAINTIES

1 unchanged sentence

There are substantial uncertainties regarding

the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business

and the enforcement and performance of our arrangements with customers in certain circumstances.

We are considered foreign persons or

foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws and regulations related to foreign

persons and foreign funded enterprises.

These laws and regulations are sometimes vague and may be subject to future changes, and their

official interpretation and enforcement may involve substantial uncertainty.

The effectiveness of newly enacted laws, regulations or amendments

may be delayed, resulting in detrimental reliance.

New laws and regulations that affect existing and proposed future businesses may also

be applied retroactively.

We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our

the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing the Company’s

business and the enforcement and performance of the Company’s arrangements with customers in certain circumstances.

is considered foreign persons or foreign funded enterprises under PRC laws and, as a result, the Company is required to comply with PRC

laws and regulations related to foreign persons and foreign funded enterprises.

These laws and regulations are sometimes vague and may

be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty.

The effectiveness

of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance.

New laws and regulations that affect

existing and proposed future businesses may also be applied retroactively.

The Company cannot predict what effect the interpretation of

existing or new PRC laws or regulations may have on the Company’s business.

Customer concentration risk

For three months ended March 31, 2025, one customer

accounted for 84.2 % of the Company’s total revenues.

For three months ended March 31, 2024, two customers accounted for 59.07 % and

12.05 % of the Company’s total revenues.

For the six months ended June 30, 2025, no customer

accounted for more than 10 % of the Company’s total revenue.

For the six months ended June 30, 2024, on e

customer accounted for 53.37 % of the Company’s total revenues.

Vendor concentration risk

For three months ended March 31, 2025, one vendor accounted for 98.32 %

For the six months ended June 30, 2025, two vendors

accounted for 89.21 % and 10.79 % of the Company’s total purchases.

For the six months ended June 30, 2024, one vendor accounted for

97.38 % of the Company’s total purchases.

For three months ended March 31, 2024, one vendor accounted for 96.64 % of the Company’s

total purchases.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through

the date of the issuance of the condensed consolidated financial statements and no subsequent event is identified.

On July 24, 2025, the Company entered into a Securities Purchase Agreement

(the “Equity SPA”) with seven non-U.S.

investors (collectively, the “Purchasers”).

The Equity SPA contemplates

the sale, in one or more closings, of up to 15,000,000 shares of our common stock at a cash purchase price of $ 2.00 per share, for gross

proceeds of up to $ 30,000,000 .

The shares will be issued in reliance on Regulation S and will bear the customary restrictive legend.

The initial closing is capped at no more than 19.9 % of the Company’s

outstanding Common Stock as of the closing date (the “ 19.9 % Limit”).

Any Shares subject to the 19.9 % Limit will not be outstanding

on the Record Date for this Special Meeting and, therefore, will not vote on this Proposal.

Following shareholder approval of this Proposal

(if obtained), any remaining Shares may be issued in one or more subsequent closings, expected to occur within three business days after

the Special Meeting.

Net proceeds will be used for working capital, strategic investments and other general corporate purposes.

On July 28, 2025, the Company entered into a securities

purchase agreement (the “Agreement”) with certain purchasers (the “Investors’), pursuant to which the Company

shall issue and sell to the Investors an aggregate amount of up to $ 10,000,000 , representing the Company’s common stock.

closing date, investors shall pay the Purchase Price to Company via wire transfer of immediately available funds against delivery of Pre-Paid

Purchase #1 in the original principal amount of $ 884,000.00 .

In addition, the Company agrees to pay $ 20,000.00 to Investor to cover Investor’s

legal fees, accounting costs, due diligence, monitoring, and other transaction costs incurred in connection with the purchase and sale

of the Securities.

As of the date of this report, the Company has received proceeds of approximately $ 800,000 from the Investors pursuant

to the Agreement.

The complete closing of the above-referenced transactions is each subject

to the approval of the Company’s shareholders.

A special shareholders meeting is scheduled to be held on September 2, 2025 to consider

these transactions and to amend the Company’s articles of incorporation to increase the authorized shares of the Company’s

common stock from 6,000,000 to 600,000,000 shares.

See more details of the special shareholders meeting to be held on September 2, 2025

in the Definitive Schedule 14A filed with the SEC on August 8, 2025.

The Company has evaluated subsequent events through the date of the

issuance of the unaudited condensed consolidated financial statements and did not identify any subsequent events except those disclosed

above that would have required adjustment or disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements